SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB/A

(Mark One)

|X|  Annual Report Pursuant to Section 13 or 15(D) of the Securities Exchange
     Act of 1934

     For the Fiscal Year ended December 31, 1996

|_|  Transition Report Pursuant to Section 13 or 15(D) of the Securities
     Exchange Act of 1934

     For the transition period from _______________ to _______________

     Commission File Number 0-26284

                           Milestone Scientific Inc.
                           -------------------------
                 (Name of Small Business Issuer in its Charter)

           Delaware                                      11-309811
  ----------------------------                        ----------------
  (State or other jurisdiction                        (I.R.S. Employer
of incorporation or organization                     Identification No.)

    220 South Orange Avenue, Livingston Corporate Park, Livingston, NJ 07039
    ------------------------------------------------------------------------
               (Address of Principal Executive Office) (Zip Code)

                    Issuer's telephone number (201) 535-2717

Securities registered under Section 12(b) of the Exchange Act:

                                                       Name of Each Exchange
  Title of Each Class                                   on Which Registered
  -------------------                                   -------------------
                                      None

Securities Registered under Section 12(g) of the Exchange Act:

                     Common Stock, par value $.001 per share
                     ---------------------------------------
                                (Title of class)

      Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days. 

Yes |X| No _|

<PAGE>

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy of
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |X|

      For the year ended December 31, 1996, the revenues of the registrant were
$302,388.

      The aggregate market value of the voting stock of the registrant held by
non-affiliates of the registrant, based on the closing price on the Nasdaq
SmallCap Market on March 27, 1997 was approximately $15,625,674.

      As of March 27, 1997, the registrant has a total of 5,555,612 shares of
Common Stock outstanding.


                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None
<PAGE>

Item 13. Exhibits and Reports on Form 8-K.

(a)   Certain of the following exhibits were filed as Exhibits to the
      registration statement on form SB-2, Registration No. 33-92324 and
      amendments thereto (the "Registration Statement") filed by the Registrant
      under the Securities Act of 1933, as amended, or the reports filed under
      the Securities and Exchange Act of 1934, as amended, and are hereby
      incorporated by reference.

      Exhibit
        No.                 Description
      -------               -----------
 
         3.1         Certificate of Incorporation of the Company. (1)

         3.2         Certificate of Amendment filed July 13, 1995. (2)

         3.3         Certificate of Amendment filed October 31, 1996. (5)

         3.4         By-laws of the Company. (1)

         4.1         Specimen Stock Certificate. (2)

         10.1        Lease dated November 25, 1996 between Livingston Corporate
                     Park Associates, L.L.C. and the Company. (5)

         10.2        Employment Agreement between the Company and Leonard Osser.
                     (1)

         10.3        Amendment to Employment Agreement between the Company and
                     Leonard Osser. (5)

         10.4        Form of Underwriter's Warrant. (2)

         10.5        Financial Advisory and Investment Banking Agreement entered
                     into July 1, 1996 between GKN Securities Corp. and the
                     Company. (5)

         10.6        Form of Warrant dated June 30, 1996 granted to GKN
                     Securities Corp. and its designees for the purchase of an
                     aggregate of 250,000 shares of the Company's Common Stock.
                     (5)

         10.7        Agreement between Spintech and Team Technologies, Inc.
                     dated July 13, 1995. (2)

         10.8        Employment Agreement dated November 1, 1996 by and between
                     the Company and Gregory Volok. (5)

<PAGE>

         10.9        Lease, as amended, dated November 6, 1991 between Raybec
                     Management Co. and Wisdom. (6)

         10.10       Employment Agreement made as of December 23, 1996 by and
                     between Sagacity I, Inc. and Joel D. Warady. (5)

         10.11       Employment Contract Terms Memorandum entered into by Ronald
                     P. Spinello and Milestone on September 21, 1994 and
                     Employment Agreement made as of November 10, 1995 among
                     Milestone, Spintech and Ronald P. Spinello. (5)

         10.13       Agreement for SDS Product dated September 1, 1996 between
                     Spintech and Princeton PMC. (5)

         10.14       Agreement for The Wand Product dated September 1, 1996
                     between Spintech and Princeton PMC. (5)

         10.15       Technology License Agreement dated September 20, 1996,
                     between Spintech and Biotronix Laboratories, Inc. (5)

         10.16       Exclusive Distributorship Agreement between Wisdom
                     Toothbrushes Limited and Sagacity I, Inc. (6)

         10.18       Agreement between Milestone and Spintech dated September
                     21, 1994 and Amendment No. 1 thereto. (2)

         16.1        Letter on Change in Certifying Accountant. (3)

         21.1        Subsidiaries of the Registrant. (5)

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         (1)  Filed with the initial filing of the Company's Registration
              Statement.

         (2)  Filed with Amendment No. 1 to the  Registration Statement.

         (3)  Filed with Form 8-K dated January 29, 1996.

         (4)  Filed with the Company's Form 10-KSB for the year ended December 
              31, 1995.

         (5)  Filed with original filing of Form 10-KSB.

         (6)  Filed herewith.

(b)   There were no reports on Form 8-K filed by the Registrant during the last
      quarter of the period covered by this report.


<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                       Milestone Scientific Inc.


                                       By: /S/ Leonard Osser
                                           -----------------------------
                                           Leonard Osser,
                                           President, Chief Executive and
                                           Chief Financial Officer

Date:  April 1, 1996

In accordance with the Exchange Act, this Amendment has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.

         Signature                 Date                       Title
         ---------                 ----                       -----


/s/ Leonard Osser                  April 1, 1997    President, Chief Executive
-------------------------------                      Officer, Chief Financial
    Leonard Osser                                    Officer and Director


/s/ Gregory Volok                  April 1, 1997    Executive Vice President
-------------------------------                      Chief Operating Officer and
    Gregory Volok                                    Director


-------------------------------    _______________   Director
Giovanni Montoncello


/s/ Michael J. McGeehan            April 1, 1997    Director
-------------------------------
    Michael J. McGeehan


-------------------------------    _______________   Director
    David Sultanik


/s/ Stephen A. Zelnick             April 1, 1997    Director
------------------------------
    Stephen A. Zelnick